BUYING/SELLING

Benpres Holdings Corporation's common shares of stock are listed on the Philippine Stock Exchange (ticker symbol: BPC). Filipinos and non-Filipino persons may buy and sell Benpres common shares.

The shares have been listed since 1993. If you wish to buy or sell stocks, you may contact any licensed stockbroker operating in the Philippine Stock Exchange. All stockbrokers charge a standard fee for every buy or sell transaction. An additional 1/2 of 1% stock transaction tax (based on the market value of the stock) is also paid whenever you sell your stocks.

STOCK CERTIFICATES

Stockholders who buy shares of stock and want their names to be recognized in the books of the Company should specifically request their stockbrokers that the stock certificates be issued in their name. Otherwise, registration of the shares will remain in scripless form under the Philippine Central Depository. In the absence of a proxy, the registered owner of the shares acquires voting rights to the common shares.

The stock certificate is the strongest proof of ownership in the Company. Stock certificates are highly negotiable and should be safeguarded properly. They should not be endorsed at the back until there is sale or transfer. 

REPLACING STOCK CERTIFICATES

Lost / Stolen / Destroyed Stock Certificates
Should your stock certificates become lost, stolen, destroyed, or mutilated, please immediately notify Benpres or STSI in writing so that the certificates may be disabled in the records and any unscrupulous trading of the same may be suspended. Pursuant to the Corporation Code, the registered owner should further submit the following legal requirements:

1. An Affidavit of Loss indicating, among others, the nature of the loss/destruction/mutilation, the stock certificate number(s), and the number of shares involved;
2. An Affidavit of Publication from the publisher evidencing that the loss was published in a newspaper of general circulation once a week for 3 consecutive weeks; and
3. A surety bond equivalent to 150% of the market value of the shares, should you decide to have the replacement stock certificate issued within one year from the last date of publication. Otherwise, the replacement stock certificate shall be issued one year after the last publication date.

Change of legal name
This usually arises due to change in status. The stockholder is required to submit: (1) a signed letter requesting the change in name, (2) duly endorsed stock certificates, (2) duly accomplished specimen signature card, (3) submission of legal documents (e.g. marriage contract) supporting the request for change in name. In replacing stock certificates as enumerated above, STSI charges minimal transfer fees (P22 per certificate cancelled and P110 per certificate issued, both VAT inclusive).

TRANSFER OF SHARES

Direct Transfers
Direct transfers (DTs) are stock transactions where a registered stockholder directly transfers his or her shares of stock to another known entity. Oftentimes, DTs result from "over-the-counter" buying and selling of shares. For the Company or transfer agent to register DTs, the parties should submit:

1. Duly endorsed stock certificates,
2. Deed of Sale or Assignment
3. Proof of payment of the capital gains tax (CGT) which is normally borne by the seller. Effective January 1, 1998, the tax on net capital gains on sale of shares done outside the PSE is 5% if the net capital gain is not over P100,000 and 10% if P100,000 or more,
4. Proof of payment of documentary stamps tax (DST) which is normally borne by the buyer, amounting to P1.50 for every P200 par value of shares or every fraction thereof,
5. certification from the BIR that transfer of shares may be effected,
6. specimen signature cards of stockholder (include Articles of Incorporation, By-laws and Board resolution on the Company's authorized signatories if the stockholder is a corporation) and (6) Transfer fees (P22 per cancellation and P110 per issuance).

Transfer of Shares Involving Minors
Transfer of shares owned by minors (persons below 18 years old) should be supported by a court order authorizing the transfer. A guardian cannot validly dispose of the property of a minor under guardianship without Court approval. This requirement also applies to shares registered "In Trust For" minors as beneficiaries.

Transfer of Shares of Deceased Persons
Transfer involving the shares of a deceased stockholder may be effected either judicially or extra-judicially.

1. Judicially. The heirs should submit the following:
   1.The Order of Partition approved by the Court, indicating the manner of division of the Estate among the surviving heirs,
   2. Stock certificates of the decedent, and
   3.Transfer fees (P22 per certificate cancelled and P110 per certificate issued).
   
   
2. Extra-judicially. The heirs should submit the following:
   1.Deed of Extra-judicial settlement,
   2.Death certificate of stockholder,
   3.Certification from the BIR on the full payment, or exemption of the estate tax. Said tax is imposed on the right to transfer property by death levied on the decedent's estate,
   4.Affidavit ofpublication evidencing that the extra-judicial settlement of the estate was published in a newspaper of general circulation,
   5.Stock certificates of the decedent, (6) Transfer fees (P22 per certificate cancelled and P110 per certificate issued), and
   6.Two-year heir's bond submitted to the Register of Deeds, should the heirs wish for the immediate transfer of the shares. Otherwise, transfer will only be made two years from submission of the aforementioned requirements.

The heirs should also submit all unencashed dividend checks named to the deceased stockholder for these to be replaced in the same manner the shares were partitioned.

Stockholders requesting for a change in registered mailing address should simply send or fax a signed letter request indicating therewith their new addresses. Stockholders are encouraged to update their addresses whenever necessary to avoid dividends or notices from returning to the Company or transfer agent.

SECURITIES TRANSFER SERVICES, INC. (STSI)
Securities Transfer Services, Inc. (STSI)
Ground Floor, Benpres Building
Exchange Road corner Meralco Avenue
Tel. No. (632) 490-0060
Fax. No. (632) 631-7148

CONSOLIDATION OF MULTIPLE ACCOUNTS

Stockholders who have multiple accounts may opt to consolidate the same, to ensure that any dividends or notices will be delivered to them only once. A signed letter request is needed for the transfer agent to consolidate the stockholder accounts.

ANNUAL MEETING

BHC’s amended articles of incorporation (August 15, 2006) states that the annual stockholders meeting should be held on the second Thursday of June. If that falls on a legal holiday, then the meeting should be held on the following day.

Around two weeks before the scheduled meeting, a stockholder is expected to receive

1. the notice of meeting
2. agenda
3. proxy form
4. annual report
5. SEC Definitive Information Statement

A proxy form enables a stockholder who cannot attend to be represented during the meeting by his authorized proxy. Proxy forms should be submitted to the Corporate Secretary not less than 9 days before the scheduled stockholders' meeting.